Ramaco Resources Q3 net loss widens to $18.2M
Nine-month operating activities used $34.4 million of cash, and Ramaco repurchased 4,558,404 shares at an average $14.46 per share.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Ramaco Resources, Inc. (METC), a metallurgical coal operator also exploring rare earths and critical minerals, reported third-quarter 2026 revenue of $150.1 million, compared with $121.0 million a year earlier. Net loss was $18.2 million versus $13.3 million, and operating loss was $21.1 million versus $14.5 million. For the first nine months, revenue was $416.5 million versus $408.6 million and net loss was $52.0 million versus $36.7 million.
Operating activities used $34.4 million of cash in the first nine months, versus $20.3 million provided a year earlier; cash and cash equivalents were $233.0 million at September 30, 2026. Ramaco repurchased 4,558,404 shares in the first nine months at an average price of $14.46 per share, including commissions and other repurchase costs, under its $100 million stock repurchase program. No shares were repurchased in the third quarter.
Third-quarter Segment Adjusted EBITDA was $12.1 million for Metallurgical Coal and a $5.9 million loss for Rare Earths and Critical Minerals; the latter segment recorded no revenue.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue: $150.1 million in Q3, versus $121.0 million a year earlier.
Negative
- Moderate pointNet loss: $18.2 million in Q3, versus $13.3 million a year earlier.
- Moderate pointOperating cash flow: $34.4 million used, versus $20.3 million provided.
Filing Explained
The September 25 jury awards remain contingent, with post-trial motions pending and attorney fees still for the court to determine.
At
Before
The revolving credit facility had a
On
Post-trial motions remain pending, the court still must determine attorney fees, and the company says it will record any gain only when the contingency is resolved.
Key Figures
Key Terms
Segment Adjusted EBITDA financial
performance obligations financial
take-or-pay arrangements financial
borrowing base financial
conversion rate financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were METC's third-quarter 2026 revenue and net loss?
How much coal did METC have under fixed-price contracts?
What were the capacity and borrowing status of METC's revolving credit facility?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
RAMACO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
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(Address of principal executive offices) | (Zip code) |
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( | |
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | |
| | |||
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | |||
| | |||
| | |||
| |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 2, 2026, the registrant had
Table of Contents
TABLE OF CONTENTS
| | |
| | Page |
| | |
PART I. FINANCIAL INFORMATION | | |
| | |
Item 1. | Financial Statements | 5 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 39 |
Item 4. | Controls and Procedures | 40 |
| | |
PART II. OTHER INFORMATION | | |
Item 1. | Legal Proceedings | 41 |
Item 1A. | Risk Factors | 41 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
Item 3. | Defaults Upon Senior Securities | 42 |
Item 4. | Mine Safety Disclosures | 43 |
Item 5. | Other Information | 43 |
Item 6. | Exhibits | 44 |
| | |
SIGNATURES | 45 | |
2
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report and elsewhere in the Annual Report of Ramaco Resources, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025, originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 26, 2026, and subsequently amended by Amendment No. 1 on Form 10-K/A filed with the SEC on July 24, 2026 (as amended, “Annual Report”), as well as other filings of the Company with the SEC.
Forward-looking statements may include statements about:
| ● | the Brook Mine, the Company’s rare earth elements (“REE”) and other critical minerals project; |
| ● | identification and implementation of commercially feasible extraction processes, and progress towards establishment of pilot and commercial production extraction facilities; |
| ● | anticipated coal production levels, costs, sales volumes, and revenue; |
| ● | timing and ability to complete major capital projects; |
| ● | economic conditions in the metallurgical coal, steel, and rare earth elements and other critical mineral industries; |
| ● | expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities; |
| ● | the availability of the equipment and components necessary to construct our pilot and commercial production extraction facilities; |
| ● | estimated quantities or quality of our metallurgical coal reserves and rare earth elements and other critical mineral inferred resources; |
| ● | our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves or to fund the operations and growth of our business, including our rare earth elements and other critical mineral project and exploration; |
| ● | maintenance, operating or other expenses or changes in the timing thereof; |
| ● | the financial condition and liquidity of our customers; |
| ● | competition in coal and rare earth elements and other critical mineral markets; |
| ● | the price and demand for metallurgical coal, thermal coal, and rare earth elements and other critical mineral products; |
| ● | compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements; |
| ● | pending and potential legal proceedings and regulatory inquiries against us; |
| ● | the impact of weather and natural disasters on plant construction, demand, production, and transportation; |
| ● | purchases by major customers and our ability to renew sales contracts; |
| ● | credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks, and other financial counterparties; |
| ● | geology, equipment, permitting, site access and operational risks and new technologies related to our mining and exploration projects and mining in general; |
| ● | transportation availability, performance, and costs; |
| ● | availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives, and tires; |
3
Table of Contents
| ● | timely review and approval of permits, permit renewals, extensions, and amendments by regulatory authorities; |
| ● | our ability to comply with certain debt covenants; |
| ● | tax payments to be paid for the current fiscal year; |
| ● | our expectations relating to dividend payments and our ability to make such payments; |
| ● | the anticipated benefits and impacts of previous acquisitions; |
| ● | risks related to conflicts in Ukraine and the Middle East and the international community’s response; |
| ● | our ability to successfully pursue our rare earth element and other critical minerals mining, processing, refining, and commercialization activities, which is a type of mining we have not previously pursued; |
| ● | the impacts of trade policy in the United States, China or other countries; |
| ● | whether the estimates of rare earth element oxides and other critical minerals in the mineral resources of our Brook Mine are realized and whether we are ever able to establish rare earth element and other critical mineral reserves; |
| ● | whether we are able to successfully develop the Brook Mine into a commercial scale mine; |
| ● | risks related to weakened global economic conditions and inflation; |
| ● | risks related to the Company’s tracking stock structure and separate performance of its Carbon Ore-Rare Earth (“CORE”) assets; and |
| ● | other risks identified in this Quarterly Report that are not historical. |
We caution you that these forward-looking statements are subject to a number of risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of metallurgical coal assets and the exploration of rare earth elements and other critical minerals. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Quarterly Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
4
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Balance Sheets
| | | | | | |
| | | | | ||
In thousands, except share and per share information | | September 30, 2026 | | December 31, 2025 | ||
Assets | | | |
| | |
Current assets | | | |
| | |
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable | |
| | |
| |
Inventories | |
| | |
| |
Prepaid expenses and other | |
| | |
| |
Total current assets | |
| | |
| |
Property, plant, and equipment, net | |
| | |
| |
Financing lease right-of-use assets, net | | | | | | |
Advanced coal royalties | |
| | |
| |
Other | |
| | |
| |
Total Assets | | $ | | | $ | |
Liabilities and Stockholders' Equity | | | | | | |
Liabilities | | | | | | |
Current liabilities | | | | | | |
Accounts payable | | $ | | | $ | |
Accrued liabilities | |
| | |
| |
Current portion of asset retirement obligations | |
| | |
| |
Current portion of long-term debt | |
| — | |
| |
Current portion of financing lease obligations | | | | | | |
Insurance financing liability | | | — | | | |
Total current liabilities | |
| | |
| |
Long-term asset retirement obligations | |
| | |
| |
Long-term financing lease obligations | | | | |
| |
Long-term debt, net | | | | |
| |
Deferred tax liability, net | |
| | |
| |
Other long-term liabilities | | | | | | |
Total liabilities | |
| | | | |
| | | | | | |
Commitments and contingencies | |
| | |
| |
| | | | | | |
Stockholders' Equity | | | | | | |
Preferred stock, $ | |
| — | |
| — |
Class A common stock, $ | | | | | | |
Class B common stock, $ | | | | | | |
Additional paid-in capital | |
| | |
| |
Treasury stock, at cost: | | | ( | | | — |
Retained earnings (accumulated deficit) | |
| ( | |
| ( |
Total stockholders' equity | |
| | |
| |
Total Liabilities and Stockholders' Equity | | $ | | | $ | |
| | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Table of Contents
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Statements of Operations
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
In thousands, except per-share amounts | | 2026 | | 2025 | | 2026 | | 2025 | ||||
| | | | | | | | | | | | |
Revenue |
| $ | |
| $ | |
| $ | |
| $ | |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of sales (exclusive of items shown separately below) | |
| | |
| | |
| | |
| |
Asset retirement obligations accretion | |
| | |
| | |
| | |
| |
Depreciation, depletion, and amortization | |
| | |
| | |
| | |
| |
Selling, general, and administrative | |
| | |
| | |
| | |
| |
Total costs and expenses | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Operating income (loss) | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Other income (expense), net | |
| ( | |
| | |
| ( | |
| |
Interest expense, net | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Income (loss) before tax | |
| ( | |
| ( | |
| ( | |
| ( |
Income tax benefit (expense) | |
| | |
| | |
| | |
| |
Net income (loss) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Earnings (loss) per common share * | | | | | | | | | | | | |
Basic - Class A | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Basic - Class B | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Diluted - Class A | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Diluted - Class B | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
* | ||||||||||||
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Table of Contents
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
| | | | | | | | | | | | | | | | | | |
| | Class A | | Class B | | Additional | | | | | | Total | ||||||
|
| Common | | Common |
| Paid- | | Treasury | | Retained |
| Stockholders' | ||||||
In thousands | | Stock | | Stock | | in Capital | | Stock | | Earnings | | Equity | ||||||
Balance at January 1, 2026 | | $ | | | $ | | | $ | | | $ | — | | $ | ( | | $ | |
Stock-based compensation | |
| | |
| | |
| | |
| — | |
| — | |
| |
Shares surrendered for withholding taxes payable | | | ( | | | — | | | ( | | | — | | | — | | | ( |
Stock options exercised | | | | | | — | | | ( | | | — | | | — | |
| ( |
Non-cash dividends declared and distributed | | | — | | | | | | — | | | — | | | ( | | | — |
Cash dividend equivalent units | | | — | | | — | | | | | | — | | | — | | | |
Common stock repurchases | | | — | | | — | | | — | | | ( | | | — | | | ( |
Net income (loss) | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( |
Balance at March 31, 2026 | | | | | | | | | | | | ( | | | ( | | | |
Stock-based compensation | |
| — | |
| — | |
| | | | | |
| — | |
| |
Common stock repurchases and related expenses | | | — | | | — | |
| — | | | ( | |
| — | |
| ( |
Non-cash dividends declared and distributed | | | — | | | | | | — | | | — | | | ( | | | ( |
Restricted shares surrendered | | | ( | | | — | | | — | | | — | | | — | | | ( |
Net income (loss) | |
| — | |
| — | |
| — | | | — | |
| ( | |
| ( |
Balance at June 30, 2026 | | | | | | | | | | | | ( | | | ( | | | |
Stock-based compensation | |
| — | |
| — | |
| | | | — | |
| — | |
| |
Shares surrendered for withholding taxes payable | | | | | | — | |
| — | | | — | |
| — | |
| |
Non-cash dividends declared and distributed | | | — | | | | |
| ( | | | — | |
| | |
| — |
Cash dividend equivalent units declared | | | — | | | — | | | | | | — | | | — | | | |
Other | | | — | | | — | | | | | | — | | | — | | | |
Net income (loss) | |
| — | |
| — | |
| — | | | — | |
| ( | |
| ( |
Balance at September 30, 2026 | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Balance at January 1, 2025 | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | |
Stock-based compensation | |
| | | | | |
| | | | — | |
| — | |
| |
Shares surrendered for withholding taxes payable | | | — | | | — | | | ( | | | — | | | — | | | ( |
Cash dividends and dividend equivalents declared | | | — | | | — | | | — | | | — | | | ( | | | ( |
Non-cash dividends declared and distributed | | | — | | | | | | | | | — | | | ( | | | |
Non-cash dividends declared but not distributed | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net income (loss) | |
| — | | | — | |
| — | | | — | |
| ( | |
| ( |
Balance at March 31, 2025 | | | | | | | | | | | | — | | | | | | |
Stock-based compensation | | | — | | | — | | | | | | — | | | — | | | |
Cash dividends and dividend equivalents declared | |
| — | | | — | |
| — | | | — | |
| ( | |
| ( |
Non-cash dividends declared and distributed | | | — | | | — | |
| | | | — | |
| — | |
| |
Net income (loss) | |
| — | | | — | |
| — | | | — | |
| ( | |
| ( |
Balance at June 30, 2025 | | | | | | | | | | | | — | | | | | | |
Stock-based compensation | |
| — | |
| — | |
| | | | — | |
| — | |
| |
Stock options exercised | | | | | | — | | | | | | — | | | — | | | |
Shares surrendered for withholding taxes payable | | | — | | | — | | | ( | | | — | | | — | | | ( |
Non-cash dividends declared and distributed | | | — | | | | | | | | | — | | | ( | | | ( |
Class A common stock equity issuance | | | — | | | — | | | | | | — | | | — | | | |
Net income (loss) | |
| — | |
| — | |
| — | | | — | |
| ( | |
| ( |
Balance at September 30, 2025 | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
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Ramaco Resources, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
| | | | | | |
| | Nine months ended September 30, | ||||
In thousands | | 2026 | | 2025 | ||
Cash flows from (used in) operating activities: |
| | |
| | |
Net income (loss) | | $ | ( | | $ | ( |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | | | | | | |
Accretion of asset retirement obligations | |
| | |
| |
Depreciation, depletion, and amortization | |
| | |
| |
Amortization of debt issuance costs | |
| | |
| |
Stock-based compensation | |
| | |
| |
(Gain)/loss on disposal of assets | | | ( | | | — |
Deferred income taxes | |
| ( | |
| ( |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable | |
| ( | |
| |
Prepaid expenses and other current assets | |
| ( | |
| |
Inventories | |
| ( | |
| ( |
Other assets and liabilities | |
| | |
| ( |
Accounts payable | |
| ( | |
| ( |
Accrued liabilities | |
| ( | |
| |
Net cash from (used in) operating activities | |
| ( | |
| |
| | | | | | |
Cash flows from (used in) investing activities: | | | | | | |
Capital expenditures | |
| ( | |
| ( |
Capitalized interest | | | ( | | | ( |
Mineral rights acquisition | | | — | | | ( |
Other | | | | | | |
Net cash used in investing activities | | | ( | | | ( |
| | | | | | |
Cash flows from (used in) financing activities: | | | | | | |
Proceeds from equity offering | | | — | | | |
Payment of equity offering costs | | | — | | | ( |
Proceeds from senior notes | | | — | | | |
Proceeds from borrowings | |
| — | |
| |
Repayment of borrowings | |
| ( | |
| ( |
Repayments of senior notes | | | — | | | ( |
Purchase of treasury shares | | | ( | | | — |
Proceeds from stock options exercised | | | | | | |
Payment of dividends | | | — | | | ( |
Repayments of insurance financing | | | ( | | | ( |
Repayments of equipment finance leases | | | ( | | | ( |
Payment of debt issuance costs | | | ( | | | ( |
Shares surrendered for withholding taxes payable | | | ( | | | ( |
Other | | | ( | | | — |
Net cash from (used in) financing activities | |
| ( | |
| |
| | | | | | |
Net change in cash and cash equivalents and restricted cash | |
| ( | |
| |
Cash and cash equivalents and restricted cash, beginning of period | |
| | |
| |
Cash and cash equivalents and restricted cash, end of period | | $ | | | $ | |
| | | | | | |
Cash and cash equivalents | | | | | | |
Restricted cash | | | | | | |
Total cash, cash equivalents and restricted cash | | | | | | |
| | | | | | |
Supplemental cash flow information: | | | | | | |
Cash paid for interest (net of amounts capitalized) | | | | | | |
Non-cash investing and financing activities: | | | | | | |
Leased assets under financing leases | |
| | |
| |
Capital expenditures included in accounts payable and accrued liabilities | |
| | |
| |
Accrued dividends and dividend equivalents payable | |
| | |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
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Ramaco Resources, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1—BUSINESS AND BASIS OF PRESENTATION
Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us,” or “our”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia, and is exploring a coal, rare earth, and other critical minerals project in Wyoming. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as to international metallurgical coal consumers. In mid-2025, we held a ribbon cutting and groundbreaking event at our rare earth element and other critical mineral exploration stage property near Sheridan, Wyoming (the “Brook Mine”). The Brook Mine is currently an exploration stage property with respect to its rare earth element and other critical mineral operations. The Brook Mine initially produced representative material to serve as feedstock for testing, with the goal of eventually demonstrating the viability of processing rare earth elements and other critical minerals and to support studies that could establish mineral reserves. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal. The Company’s operations are organized into
Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain prior year amounts have been reclassified to conform to the current year presentation. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of September 30, 2026, as well as the results of operations and cash flows for all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.
There were no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2026.
Recent Accounting Pronouncements—In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 require public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation, amortization, and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective starting with the Company’s 2027 annual financial statements and on a quarterly basis thereafter. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the extent to which its disclosures will be affected by ASU 2024-03.
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In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which provides updated guidance on how to recognize, measure, and present government grants. ASU 2025-10 is effective starting with the Company’s 2029 annual financial statements and on a quarterly basis thereafter, with early adoption permitted. The Company is currently evaluating the effect of this update on our consolidated financial statements.
NOTE 2—CASH & CASH EQUIVALENTS
Cash & cash equivalents consisted of the following:
| | | | | | |
(In thousands) | | September 30, 2026 | | December 31, 2025 | ||
Cash | | $ | | | $ | |
U.S. Treasury securities | |
| | |
| |
Total cash & cash equivalents | | $ | | | $ | |
U.S. Treasury securities held by the Company represent Level 1 securities within the fair value hierarchy and are measured at fair value.
NOTE 3—INVENTORIES
Inventories consisted of the following:
| | | | | | |
(In thousands) | | September 30, 2026 | | December 31, 2025 | ||
Raw coal | | $ | | | $ | |
Saleable coal | | | | | | |
Supplies | |
| | |
| |
Total inventories | | $ | | | $ | |
NOTE 4—PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment, net consisted of the following:
| | | | | | |
| | | ||||
(In thousands) | | September 30, 2026 | | December 31, 2025 | ||
Plant and equipment | | $ | | | $ | |
Mining property and mineral rights | | | | | | |
Construction in process | |
| | |
| |
Capitalized mine development costs | |
| | |
| |
Less: accumulated depreciation, depletion, and amortization | |
| ( | |
| ( |
Total property, plant, and equipment, net | | $ | | | $ | |
Depreciation, depletion, and amortization included:
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
(In thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Depreciation of plant and equipment | | $ | | | $ | | | $ | | | $ | |
Amortization of right of use assets (finance leases) | | | | | | | | | | | | |
Amortization and depletion of capitalized | | | | | | | | | | | | |
mine development costs and mineral rights | |
| | |
| | |
| | |
| |
Total depreciation, depletion, and amortization | | $ | | | $ | | | $ | | | $ | |
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NOTE 5—DEBT
Outstanding debt consisted of the following:
| | | | | | |
| | | | | | |
(In thousands) | | September 30, 2026 | | December 31, 2025 | ||
Equipment loans | | $ | — | | $ | |
Senior Notes, net | |
| | |
| |
Convertible Senior Notes, net | | | | | | |
Total debt | | | | | | |
Current portion of long-term debt | |
| — | |
| |
Total long-term debt | | $ | | | $ | |
9.00% Senior Unsecured Notes due 2026—On July 13, 2021, we completed an offering of $
8.375% Senior Unsecured Notes due 2029—On November 27, 2024, the Company completed an offering of $
Issuance-related costs for the 2029 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $
8.250% Senior Unsecured Notes due 2030—On July 31, 2025, the Company completed a public offering of
Issuance-related costs for the 2030 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $
0.0% Convertible Senior Notes due 2031—On November 4, 2025, the Company completed a public offering of
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regular interest and the principal amount does not accrete. The 2031 Convertible Senior Notes mature on
Before August 1, 2031, noteholders will have the right to convert their 2031 Convertible Senior Notes only upon the occurrence of certain events. From and after August 1, 2031, noteholders may convert their 2031 Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. The initial conversion rate will be
The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, upon a Make-Whole Fundamental Change (as defined in the indenture governing the 2031 Convertible Senior Notes), the conversion rate may be increased for a specified period of time based on the trading price of the Company’s Class A common stock. The maximum increase to the conversion rate in such an event is
The 2031 Convertible Senior Notes are redeemable, in whole or in part, at the Company’s option at any time on or after November 6, 2028, and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Class A common stock exceeds
The Company accounted for the 2031 Convertible Senior Notes as a single liability instrument, presented within Long-term debt, net on the Consolidated Balance Sheets.
Issuance-related costs for the 2031 Convertible Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $
Revolving Credit Facility— On December 30, 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement (the “Credit Agreement”), which includes KeyBank National Association (“KeyBank”) and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility. The amended facility (the “Revolving Credit Facility”) has a maturity date of December 30, 2030 (subject to a springing maturity tied to convertible indebtedness), and provides an initial aggregate revolving commitment of $
The borrowing base of the amended facility as of September 30, 2026 was $
Revolving loans under the amended facility bear interest at either the base rate plus
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The terms of the Revolving Credit Facility include affirmative, negative and financial covenants that are customary for credit facilities of this type, including (among other things) covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. Certain of these covenants may indirectly constrain the Company’s working capital. The terms of the facility also require the Company to maintain certain covenants, including a fixed charge coverage ratio. A fixed charge coverage ratio of not less than
Under the Credit Agreement, dividends and other distributions in respect of equity interests (including share repurchases and redemptions, but excluding stock dividends and stock splits payable solely in equity interests) are generally restricted unless (i) no default or event of default exists immediately before or after giving effect to such distribution and (ii) excess availability exceeds
Fair Value—The Company’s 2029 Senior Notes had an estimated fair value of $
Other—Lease obligations and liabilities related to insurance premium financing are excluded from the disclosures above.
NOTE 6—ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES
Accrued liabilities consisted of the following:
| | | | | | |
| | | | | | |
(In thousands) | | September 30, 2026 | | December 31, 2025 | ||
Accrued payables | | $ | | | $ | |
Accrued compensation | | | | | | |
Accrued sales-related taxes | | | | | | |
Accrued dividends | |
| | | | |
Other accrued | |
| | |
| |
Total accrued liabilities | | $ | | | $ | |
Self-Insurance—The Company is self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended, as well as for employee medical expenses. The Company purchases insurance coverage to reduce its exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using claims data and actuarial assumptions and, therefore, are subject to uncertainty due to a variety of factors.
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The estimated aggregate liability for these items totaled $
Funds held in escrow for potential future workers’ compensation claims are considered restricted cash and have been included in prepaid expenses and other on the condensed consolidated balance sheets. Restricted cash balances were $
NOTE 7—EQUITY
Common Stock—On June 12, 2023, an amendment to the Company’s amended and restated certificate of incorporation was approved by shareholder vote to reclassify the Company’s existing common stock as shares of Class A common stock and create a separate Class B common stock.
The initial distribution of Class B common stock occurred on June 21, 2023 via a stock dividend to existing holders of common stock as of May 12, 2023. On the date of initial distribution, each holder of common stock received
The distribution of the Class B common stock provides existing holders of the Company’s common stock with an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations. CORE assets were acquired initially as part of the Company’s acquisition of Ramaco Coal in the second quarter of 2022. The financial performance of CORE assets consists of the following non-cost bearing revenue streams based on the Company’s current expectations:
| ● | Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates |
| ● | Infrastructure fees based on $ |
| ● | Future income derived, if and when realized, from advanced carbon products as well as rare earth elements and critical minerals initiatives. |
Dividends for Class B common stock are based on a percentage of CORE royalty and infrastructure fees for the previous quarter. Any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors. Refer to Note 14 for additional information regarding dividends declared subsequent to the date of the financial statements.
In addition, the Board of Directors retains the power to change or add expense allocation policies related to CORE, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Holders of shares of Class A common stock continue to be entitled to receive dividends when and if declared by the Board of Directors subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to outstanding preferred stock, if any.
CORE is not a separate legal entity, and holders of Class B common stock do not own a direct interest in the assets of CORE. Holders of Class B common stock are stockholders of Ramaco Resources, Inc. and are subject to all risks and liabilities of the Company as a whole.
With respect to voting rights, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders and are entitled to
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Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors. Class B common stock does not have any specific voting rights or governance rights with respect to CORE.
With respect to liquidation rights, holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of outstanding preferred stock, if any. That is, the rights to residual net assets upon liquidation are equal between holders of Class A and Class B common stock. Holders of Class B common stock do not have specific rights to CORE assets in the event of liquidation.
The Board of Directors also retains the ability, in its sole discretion, to exchange all outstanding shares of Class B common stock into Class A common stock based on an exchange ratio determined by a
Stock Repurchase Program—In December 2025, the Board of Directors authorized the repurchase of up to $
Stock-Based Awards—Stock-based compensation expense totaled $
Restricted Stock—We granted
Restricted Stock Units (“RSUs”)—We granted
Performance Stock Units (“PSUs”)—We granted Class A performance stock units to certain senior executives and key employees during the first quarter of 2026. These awards cliff-vest approximately
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dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. The recipient will receive
Performance stock units are accounted for as awards with a market condition since vesting depends on total shareholder return relative to a group of peer companies. The target number of performance stock units granted during the first quarter of 2026, or
Stock Options—We granted options for the purchase of shares of our Class A common stock for $
Dividends—On
On
On
NOTE 8—COMMITMENTS AND CONTINGENCIES
Environmental Liabilities—Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology, and undiscounted site-specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action.
Surety Bonds—In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a smaller amount of surety bonds that secure performance obligations. Bonds outstanding at September 30, 2026 totaled approximately $
Coal Leases and Associated Royalty Commitments—We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expenses were $
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running through exhaustion of all the mineable and merchantable coal covered by the respective lease. Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine.
Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements. As of September 30, 2026, the Company’s remaining commitments under take-or-pay arrangements totaled $
Litigation—From time to time, we are subject to various litigation and other claims in the normal course of business. Losses related to such contingencies are accrued when/if a loss is probable and the amount is reasonably estimable.
Preparation Plant Purchase
In February 2024, we purchased a Preparation Plant (the “Plant”) from EMCOAL, Inc. for $
Plaintiff claims its sale of the Plant to EMCOAL, Inc. was not completed and thus EMCOAL, Inc. did not have the right to sell the Plant to us. As a result of Ramaco purchasing the Plant from EMCOAL, Inc., Plaintiff claims in the complaint we are liable for conversion, unjust enrichment, and negligence. Plaintiff has sought damages for these alleged claims. We filed a motion to dismiss Plaintiff’s Amended Complaint against us on June 24, 2025 and that motion was subsequently denied. We filed our Answer to the Amended Complaint on November 21, 2025. The court has directed the parties to be ready for trial “by March 2027” with the trial date to be set in a subsequent Scheduling Order. Discovery was calendared to end on October 31, 2026 with dispositive motions due November 30, 2026. However, limited discovery has been allowed to continue beyond the calendared date. We believe we have meritorious defenses to all claims in this matter.
Storage Silo Partial Failure
On November 5, 2018,
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On July 15, 2021, the jury returned a verdict in our favor for $
On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the court rendered a decision reinstating the jury’s $
During 2023, the defendants fully paid the portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed. On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney’s fees for both the appeal and the first trial, adding there will be a full Hayseeds trial under the timelines set forth above. Regarding the court’s determination and award of attorney’s fees, the Company accrued an additional loss recovery asset of approximately $
On September 25, 2026, following the new trial on damages, the jury returned a verdict in our favor for $
Class Action Complaint Alleging Violations of the Federal Securities Laws
On January 30, 2026, a putative class action complaint was filed against the Company, Randall Atkins, our Chief Executive Officer, and Jeremy Sussman, our Chief Financial Officer, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder arising from allegedly materially false and/or misleading statements concerning the development and active mining status of the Company's Brook Mine rare earth and other critical minerals project in Wyoming during the class period of July 31, 2025 through October 23, 2025. The plaintiff seeks determination of class action status under Rule 23 of the Federal Rules of Civil Procedure, an award of compensatory damages against all defendants jointly and severally for all damages sustained (including interest),
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reasonable costs and expenses including counsel fees and expert fees, and such other relief as the court deems just and proper.
The case is pending in the United States District Court for the Southern District of New York and was originally captioned Lynn Henning, Individually And On Behalf Of All Others Similarly Situated v. Ramaco Resources, Inc., Randall W. Atkins, And Jeremy R. Sussman, (Case No. 1:26-cv-00846). On April 22, 2026, the court appointed Andrew Clark, Phil McBride, and Edward Van Vliet as Co-Lead Plaintiffs. The case was also ordered to be styled as In Re Ramaco Resources, Inc. Securities Litigation. On May 5, 2026, the court entered a Scheduling Stipulation and Order requiring Co-Lead Plaintiffs to file an amended complaint within 45 days and establishing procedures for Defendants to seek a pre-motion conference in advance of any motion to dismiss thereafter. The filed amended complaint extended the class period to July 1, 2025 through February 26, 2026 and added Christopher Blanchard, our Executive Vice President for Mine Planning and Development, and Michael Woloschuk, our Executive Vice President Critical Minerals Operations, as defendants. The Company filed a motion to dismiss the claims on September 21, 2026, which is pending before the Court. We believe we have meritorious defenses to all claims in this matter.
Trade Secret Misappropriation and Breach of Contract Action Against Former Employee
On March 16, 2026, the Company and its subsidiary, Ramaco Carbon, LLC, filed a complaint in the United States District Court for the District of Wyoming naming as the defendant former employee Alex J. Moyes (“Moyes”) alleging (1) Misappropriation of Trade Secrets under the Defend Trade Secrets Act pursuant to 18 U.S.C. §1832, et seq; (2) Misappropriation of Trade Secrets under the Wyoming Uniform Trade Secrets Act pursuant to Wyoming Statute §40-24, et seq.; (3) Breach of Contract under Moyes’ non-disclosure agreement; (4) Breach of Contract under Moyes’ employment offer letter; and (5) seeking injunctive relief. Ramaco seeks preliminary and permanent injunctive relief, compensatory damages, exemplary and/or punitive damages, its attorneys’ fees and costs, and such other relief that the court deems appropriate. The court subsequently denied our Motion for a Temporary Restraining Order and/or Preliminary Injunction. An Initial Pretrial Conference was held on June 16, 2026, and discovery is ongoing. The case number is 1:26-cv-104.
NOTE 9—REVENUE
Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contract are satisfied, which is at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about
Disaggregated information about Revenue by segment is presented below:
| | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | | ||||||||
(In thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Metallurgical Coal Segment | | | | | | | | | | | | | |
Coal Sales |
| | |
| | | | | |
| | | |
North American revenue | | $ | | | $ | | | $ | | | $ | | |
Export revenue, excluding Canada | |
| | |
| | |
| | |
| | |
Total revenue | | $ | | | $ | | | $ | | | $ | | |
Revenue for the three and nine months ended September 30, 2026 includes a $
As of September 30, 2026, the Company had outstanding performance obligations of approximately
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tons in 2026 and
The Company has not recorded any revenues from the Rare Earths and Critical Minerals segment.
Concentrations—During the three months ended September 30, 2026, sales to
NOTE 10—INCOME TAXES
Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. The income tax impacts of discrete items are recognized in the period these occur.
Our effective tax rate for the three months ended September 30, 2026 and 2025 was a benefit of
Legislation—On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. Changes made by the OBBBA include, but are not limited to, the reinstatement of 100% bonus depreciation, the reinstatement of immediate expensing for domestic research and experimentation costs, and changes to the calculation of the foreign-derived intangible income deduction and the interest expense limitation. It also added metallurgical coal to the list of “critical minerals” eligible for the Section 45X Advanced Manufacturing Tax Credit. The Section 45X credit (also known as the advanced manufacturing production credit), as amended, provides a tax credit equal to
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NOTE 11—EARNINGS (LOSS) PER SHARE
The computation of basic and diluted earnings per share (“EPS”) is shown on the following page:
| | | | | | | | | | | | |
(In thousands, except per share amounts) | | Three months ended September 30, | | Nine months ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Earnings attribution | | | | | | | | | | | | |
Class A common stock | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Class A restricted stock awards | | | — | | | — | | | — | | | |
Class B common stock | | | ( | | | ( | | | ( | | | ( |
Class B restricted stock awards | | | — | | | | | | — | | | |
Forfeitable dividends declared on unvested stock-based awards | | | | | | | | | | | | |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
| | Three months ended September 30, 2026 | | Three months ended September 30, 2025 | ||||||||
| | Class A | | Class B | | Class A | | Class B | ||||
Dual class EPS calculations | | | | | | | | | | | | |
Numerator | | | | | | | | | | | | |
Net earnings (loss) for basic and diluted earnings per common share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Add: Class B net diluted earnings per diluted share | | | — | | | — | | | — | | | — |
Net diluted earnings (loss) per diluted share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Denominator | | | | | | | | | | | | |
Weighted average shares used to compute basic earnings per share | |
| | |
| | | | | | | |
Dilutive effect of conversion of Class B common stock to Class A common stock | | | — | | | — | | | — | | | — |
Weighted average shares used to compute diluted earnings per share | | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings (loss) per common share | | | | | | | | | | | | |
Basic | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
| | Nine months ended September 30, 2026 | | Nine months ended September 30, 2025 | ||||||||
| | Class A | | Class B | | Class A | | Class B | ||||
Dual class EPS calculations | | | | | | | | | | | | |
Numerator | | | | | | | | | | | | |
Net earnings (loss) for basic and diluted earnings per common share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Add: Class B net diluted earnings per diluted share | | | — | | | — | | | — | | | — |
Net diluted earnings (loss) per diluted share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Denominator | | | | | | | | | | | | |
Weighted average shares used to compute basic earnings per share | |
| | |
| | | | | | | |
Dilutive effect of conversion of Class B common stock to Class A common stock | | | — | | | — | | | — | | | — |
Weighted average shares used to compute diluted earnings per share | | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings (loss) per common share | | | | | | | | | | | | |
Basic | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security to calculate EPS. Under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards.
For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Therefore, no amount of the Company’s net earnings shall be allocated to Class B to calculate EPS other than actual dividends declared during the period for the tracking stock. However, during the three and nine months ended September 30, 2026, dividends declared by the Company were more than consolidated net income (loss) for the period, which resulted in an undistributed net loss for reporting purposes. The resulting undistributed net loss was allocated proportionately between outstanding Class A and Class B common stock based on the rights to residual net assets upon liquidation being equal between holders of Class A and Class B common stock. See Note 7 for more information on dividends declared during the period.
Diluted EPS is calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards are first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method is then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and are included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in dividends on a
Antidilutive shares excluded from the dilutive EPS calculation are presented below:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | ||||||
| | Three months ended September 30, 2026 | | Three months ended September 30, 2025 | | | Nine months ended September 30, 2026 | | Nine months ended September 30, 2025 | ||||||||
| | Class A | | Class B | | Class A | | Class B | | | Class A | | Class B | | Class A | | Class B |
Antidilutive options | | — | | — | | | | | | | | | | | | | |
Antidilutive RSUs | | | | | | | | | | | | | | | | | |
Antidilutive PSUs (at target) | | | | | | | | | | | | | | | | | |
Antidilutive convertible senior notes | | | | — | | — | | — | | | | | — | | — | | — |
NOTE 12—SEGMENT REPORTING
Pursuant to ASC 280, operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.
During the third quarter of 2025, the Company modified its segment structure largely as a result of activity at the Brook Mine during the period. Beginning with the third quarter of 2025, the Company’s reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are its
The Metallurgical Coal segment operates and develops high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. The Metallurgical Coal segment generates revenue primarily through the production of metallurgical coal for sale to the steel industry. The Metallurgical Coal segment also generates revenue through the sale of coal purchased from third parties.
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The Rare Earths and Critical Minerals segment encompasses the Brook Mine complex located in Sheridan, Wyoming, where the Company is evaluating a rare earth and other critical mineral project in addition to performing initiatives related to coal-to-carbon based products and materials. The Brook Mine, which is an exploration stage property, has provided representative mineralized material for short-term pilot-scale testing of the feedstock with the goal of supporting more advanced mining studies ultimately establishing rare earth element and other critical mineral reserves for processing into rare earth element and other critical mineral products. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future.
Certain current period costs are incurred at the corporate level and are allocated to the Company’s segments. These costs generally include shared service functions such as legal, information technology, finance and accounting, sales, and executive management. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated that are deemed to best represent the expected benefit received by the operating segment. The remaining unallocated corporate costs that are not attributed to the operating segments are reported within Corporate expenses and other as a reconciling item to our consolidated results. Our allocation methodology is periodically evaluated and may change. The expenses associated with these shared service functions are presented within the Metallurgical Coal segment in the prior period.
As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments. The Company does not have any material long-lived assets located outside of the United States. For all of the periods presented below, (i) the Company’s revenues were derived from U.S.-domiciled operations, and (ii) the Company did not have any intersegment revenues.
The CODM does not regularly review segment asset information at a different asset level or category than those disclosed within the Consolidated Balance Sheets for the purpose of assessing performance and making resource allocation decisions.
The following tables present the Company’s reportable segment information:
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| | | | | | | | | |
| | | Three Months Ended September 30, 2026 | ||||||
(In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | |
Revenue | | $ | | | $ | - | | $ | |
| | | | | | | | | |
Significant segment expenses: | | | | | | | | | |
Cost of sales (exclusive of transportation costs) | | | ( | | | - | | | ( |
Transportation costs | | | ( | | | - | | | ( |
Selling, general, and administrative (a) | | | ( | | | ( | | | ( |
Other segment items (b) | | | | | | | | | |
Segment Adjusted EBITDA | | | | | | ( | | | |
| | | | | | | | | |
Corporate expenses (c) | | | | | | | | | ( |
Stock-based compensation | | | | | | | | | ( |
Asset retirement obligations accretion | | | | | | | | | ( |
Depreciation, depletion, and amortization | | | | | | | | | ( |
Other expenses | | | | | | | | | ( |
Other non-operating | | | | | | | | | ( |
Interest expense, net | | | | | | | | | ( |
Income tax benefit (expense) | | | | | | | | | |
| | | | | | | | | |
Net (loss) income | | | | | | | | $ | ( |
| | | | | | | | | |
Segment capital expenditures | | | | | | | | | |
Other capital expenditures (d) | | | | | | | | | |
Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $ | |
| | | | | | | | | |
(a) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above. Other differences are the result of excluding certain other costs because they are non-recurring and are not related to the segments’ underlying business performance. | |||||||||
(b) "Other segment items" consists of items within "Other income (expense), net" on the Company's unaudited Condensed Consolidated Statements of Operations, idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. | |||||||||
(c) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
(d) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
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| | | | | | | | | |
| | | Three Months Ended September 30, 2025 | ||||||
(In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | |
Revenue | | $ | | | $ | - | | $ | |
| | | | | | | | | |
Significant segment expenses: | | | | | | | | | |
Cost of sales (exclusive of transportation costs) | | | ( | | | - | | | ( |
Transportation costs | | | ( | | | - | | | ( |
Selling, general, and administrative (a) | | | ( | | | ( | | | ( |
Other segment items (b) | | | | | | - | | | |
Segment Adjusted EBITDA | | | | | | ( | | | |
| | | | | | | | | |
Corporate expenses (c) | | | | | | | | | ( |
Stock-based compensation | | | | | | | | | ( |
Asset retirement obligations accretion | | | | | | | | | ( |
Depreciation, depletion, and amortization | | | | | | | | | ( |
Other expenses | | | | | | | | | ( |
Interest expense, net | | | | | | | | | ( |
Income tax benefit (expense) | | | | | | | | | |
| | | | | | | | | |
Net (loss) income | | | | | | | | $ | ( |
| | | | | | | | | |
Segment capital expenditures | | | | | | | | | |
Other capital expenditures (d) | | | | | | | | | |
Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $ | |
| | | | | | | | | |
(a) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and “Stock-based compensation” in the table above. | |||||||||
(b) “Other segment items” consists of items within “Other income (expense), net” on the Company’s unaudited Condensed Consolidated Statements of Operations, idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. | |||||||||
(c) “Corporate expenses” represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
(d) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
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| | | | | | | | | |
| | | Nine Months Ended September 30, 2026 | ||||||
(In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | |
Revenue | | $ | | | $ | - | | $ | |
| | | | | | | | | |
Significant segment expenses: | | | | | | | | | |
Cost of sales (exclusive of transportation costs) | | | ( | | | - | | | ( |
Transportation costs | | | ( | | | - | | | ( |
Selling, general, and administrative (a) | | | ( | | | ( | | | ( |
Other segment items (b) | | | | | | | | | |
Segment Adjusted EBITDA | | | | | | ( | | | |
| | | | | | | | | |
Corporate expenses (c) | | | | | | | | | ( |
Stock-based compensation | | | | | | | | | ( |
Asset retirement obligations accretion | | | | | | | | | ( |
Depreciation, depletion, and amortization | | | | | | | | | ( |
Other expense | | | | | | | | | ( |
Other non-operating | | | | | | | | | ( |
Interest expense, net | | | | | | | | | ( |
Income tax benefit (expense) | | | | | | | | | |
| | | | | | | | | |
Net (loss) income | | | | | | | | $ | ( |
| | | | | | | | | |
Segment capital expenditures | | | | | | | | | |
Other capital expenditures (d) | | | | | | | | | |
Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $ | |
| | | | | | | | | |
(a) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above. Other differences are the result of excluding certain other costs because they are non-recurring and are not related to the segments’ underlying business performance. | |||||||||
(b) "Other segment items" consists of items within "Other income (expense), net" on the Company's unaudited Condensed Consolidated Statements of Operations, less idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. | |||||||||
(c) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
(d) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
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| | | | | | | | | |
| | | Nine Months Ended September 30, 2025 | ||||||
(In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | |
Revenue | | $ | | | $ | - | | $ | |
| | | | | | | | | |
Significant segment expenses: | | | | | | | | | |
Cost of sales (exclusive of transportation costs) (a) | | | ( | | | - | | | ( |
Transportation costs | | | ( | | | - | | | ( |
Selling, general, and administrative (b) | | | ( | | | ( | | | ( |
Other segment items (c) | | | | | | - | | | |
Segment Adjusted EBITDA | | | | | | ( | | | |
| | | | | | | | | |
Corporate expenses (d) | | | | | | | | | ( |
Stock-based compensation | | | | | | | | | ( |
Asset retirement obligations accretion | | | | | | | | | ( |
Depreciation, depletion, and amortization | | | | | | | | | ( |
Other expenses | | | | | | | | | ( |
Interest expense, net | | | | | | | | | ( |
Income tax benefit (expense) | | | | | | | | | |
| | | | | | | | | |
Net (loss) income | | | | | | | | $ | ( |
| | | | | | | | | |
Segment capital expenditures | | | | | | | | | |
Other capital expenditures (e) | | | | | | | | | |
Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $ | |
| | | | | | | | | |
(a) Alternative mineral development costs through June 30, 2025 of approximately $ | |||||||||
(b) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and “Stock-based compensation” in the table above. | |||||||||
(c) “Other segment items” consists of items within “Other income (expense), net” on the Company’s unaudited Condensed Consolidated Statements of Operations, idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. | |||||||||
(d) “Corporate expenses” represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
(e) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
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NOTE 13—RELATED PARTY TRANSACTIONS
Ramaco Foundation—The Company made a charitable cash contribution of $
Other than described above, there were no material related party transactions for the three and nine months ended September 30, 2026 or 2025.
NOTE 14—SUBSEQUENT EVENTS
On
* * * * *
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia, and are exploring a coal, rare earth, and other critical minerals project in Wyoming. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as to international metallurgical coal consumers. In mid-2025, we held a ribbon cutting and groundbreaking event at our rare earth element and other critical mineral exploration stage property near Sheridan, Wyoming (the “Brook Mine”). The Brook Mine is currently an exploration stage property with respect to its rare earth element and other critical mineral operations. The Brook Mine initially produced representative material to serve as feedstock for testing, with the goal of eventually demonstrating the viability of processing rare earth elements and other critical minerals and to support studies that could establish mineral reserves. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal.
Our reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are its two operating segments—Metallurgical Coal and Rare Earths and Critical Minerals.
Metallurgical Coal Segment
Our primary source of revenue is the sale of metallurgical coal. We maintain 85 million reserve tons and an additional 1,337 million measured and indicated resource tons of high-quality metallurgical coal. Our plan is to continue the development of our existing properties and grow annual production over the next few years to possibly as much as seven million clean tons of metallurgical coal annually, subject to market conditions, permitting and additional capital deployment in the medium-term. We may also acquire additional coal reserves or infrastructure that contribute to our focus on long-term value creation, operational efficiency and lower costs.
The overall outlook of the metallurgical coal business is dependent on a variety of factors such as pricing, regulatory uncertainties, and global economic conditions. Coal consumption and production in the U.S. are driven by several market dynamics and trends including the U.S. and global economies, the U.S. dollar’s strength relative to other currencies and accelerating production cuts. Blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal, including demand growth in the Asia Pacific.
Global metallurgical coal markets remained relatively soft in the third quarter of 2026 due to constrained economic growth in some regions of the world and continued conflict overseas. Reduced global steel production and oversupply in
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the market have led to a reduction in the price steel producers are willing to pay for their metallurgical coal feedstock; however, U.S. metallurgical coal indices and spot prices increased modestly in Q3 2026 as supply cuts have begun occurring for higher cost operations. Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall.
During the nine months ended September 30, 2026, we sold 3.0 million tons of coal and recognized $416.5 million of revenue. Of this amount, 31% of our revenue was from sales into North American markets, including Canada, and 69% of our revenue was from sales into export markets. During the same period of 2025, we sold 2.9 million tons of coal and recognized $408.6 million of revenue, of which 38% was from sales into North American markets, including Canada, and 62% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period. The Company’s exports have not been materially delayed or otherwise affected by recent severe weather events, dockworker labor disputes, global conflicts or U.S. tariffs.
As of September 30, 2026, the Company had outstanding performance obligations of approximately 2.1 million tons for contracts with fixed sales prices averaging $139 per ton, excluding freight revenue, as well as 1.2 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 34% of these commitments in 2026 and 66% of these commitments in 2027. Refer to Note 9 of Part I, Item 1 for additional information.
The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.
In the first nine months of 2026, our segment capital expenditures were $74.7 million, excluding capitalized interest of $0.9 million. In the first nine months of 2025, our segment capital expenditures were $45.9 million, excluding capitalized interest of $0.9 million. The increase in capital expenditures was mainly attributable to the construction of a new rail loadout and the development of the Beckley Crystal Mine at our Maben complex, in addition to adding mining sections at our Berwind complex, each of which is part of our growth commitments in our low-vol portfolio.
The Company produced 2.7 million tons of coal during the first nine months of 2026 compared to 2.9 million tons of coal in the corresponding period of 2025. The Company expects full-year production volumes in 2026 between 3.6 and 3.8 million tons with an ability to vary production dependent on market conditions.
Rare Earths and Critical Minerals Segment
Our ongoing business development efforts are focused on the timely and prudent advancement of our rare earth elements and other critical minerals property, the assessment of associated processing facilities to support the future production of rare earth element minerals and other critical minerals products, and coal-to-carbon based products.
The Company continues to move forward with its potential rare earth elements and other critical minerals deposit evaluation at the Brook Mine. The timeline for our rare earth elements and other critical minerals initiatives is subject to the completion of ongoing test work, engineering studies, and the continued updating of mine designs, as well as the receipt of all required federal, state, and local permits and licenses and compliance with applicable regulatory requirements. In July 2026, the Company released an Initial Assessment Report from Hatch Associates Consultants, Inc. (“Hatch”) which evaluates a previously announced carbochlorination-based refining and flowsheet process for the Brook Mine project. This Initial Assessment Report is expected to be followed by a Pre-Feasibility Study, also to be prepared by Hatch, when sufficient metallurgical results are available from bench scale testing along with an updated mineral resource estimates based on latest drilling and analytical studies.
Critical mineral production, including mill throughput and feed grades, is subject to further technical validation, including additional infill and step-out drilling, geological modeling, mine planning, and metallurgical testing. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no
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certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future.
In the first nine months of 2026, our segment capital expenditures were $9.2 million, excluding capitalized interest of $0.5 million. In the first nine months of 2025, our segment capital expenditures were $2.4 million. The increase in capital expenditures was attributable to the continued expansion of the Brook Mine project.
The Company currently estimates approximately $25.0 million in additional expenditures for the Brook Mine project in the coming months, consisting primarily of capital expenditures. These expenditures are discretionary and are not subject to any contractual commitments. Management will consider these expenditures, together with other operational and economic factors, in evaluating the future scope of the project. The timing and amount of these expenditures may differ materially depending on actual project execution costs, market conditions, and other factors.
No revenues have been recognized from the Company’s Rare Earths and Critical Minerals segment to date.
Consolidated Results of Operations
| | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | | ||||||||
(In thousands, except per share amounts) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
| | | | | | | | | | | | | |
Revenue | | $ | 150,089 | | $ | 120,996 | | $ | 416,501 | | $ | 408,611 | |
| | | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | | |
Cost of sales (exclusive of items shown separately below) | |
| 133,804 |
| | 101,842 |
| | 370,494 |
| | 346,326 |
|
Asset retirement obligations accretion | | | 483 |
| | 402 |
| | 1,472 |
| | 1,206 |
|
Depreciation, depletion, and amortization | |
| 17,633 | | | 17,091 | | | 51,057 | | | 51,671 | |
Selling, general and administrative expenses | |
| 19,281 | | | 16,143 | | | 57,143 | | | 49,757 | |
Total costs and expenses | |
| 171,201 | | | 135,478 | | | 480,166 | | | 448,960 | |
| | | | | | | | | | | | | |
Operating income (loss) | |
| (21,112) |
| | (14,482) |
| | (63,665) |
| | (40,349) |
|
| | | | | | | | | | | | | |
Other income (expense), net | |
| (916) | | | 125 | | | (242) | | | 1,288 | |
Interest expense, net | |
| (1,390) | | | (2,250) | | | (3,243) | | | (7,298) | |
Income before tax | | | (23,418) | | | (16,607) | | | (67,150) | | | (46,359) | |
| | | | | | | | | | | | | |
Income tax benefit (expense) | |
| 5,183 |
| | 3,299 |
| | 15,181 |
| | 9,618 |
|
| | | | | | | | | | | | | |
Net income (loss) | | $ | (18,235) | | $ | (13,308) | | $ | (51,969) | | $ | (36,741) | |
| | | | | | | | | | | | | |
Earnings per common share | | | | | | | | | | | | | |
Basic - Class A | | $ | (0.32) | | $ | (0.25) | | $ | (0.88) | | $ | (0.74) | |
Basic - Class B | | $ | (0.16) | | $ | (0.05) | | $ | (0.44) | | $ | (0.36) | |
| | | | | | | | | | | | | |
Diluted - Class A | | $ | (0.32) | | $ | (0.25) | | $ | (0.88) | | $ | (0.74) | |
Diluted - Class B | | $ | (0.16) | | $ | (0.05) | | $ | (0.44) | | $ | (0.36) | |
| | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 3,006 | | $ | 8,367 | | $ | 6,917 | | $ | 27,160 | |
Net income and Adjusted EBITDA for the three and nine months ended September 30, 2026 were negatively impacted by the continued unfavorable global metallurgical coal markets and metallurgical coal price indices. This occurred due to a variety of macroeconomic factors, including the continued Chinese oversupply of steel into a muted global economic environment. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding Adjusted EBITDA.
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Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenue. Coal sales revenue for the three months ended September 30, 2026 was $150.1 million, approximately 24.0% higher than the same period in 2025 driven by a 23.3% increase in tons sold. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from the Company’s Rare Earths and Critical Minerals segment at this time.
Cost of sales. Our cost of coal sales for the three months ended September 30, 2026 was $133.8 million, approximately 31.4% higher than the same period in 2025 driven by the increase in tons sold described above. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from the Company’s Rare Earths and Critical Minerals segment at this time.
Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $17.6 million and $17.1 million for the three months ended September 30, 2026 and 2025, respectively. The increase quarter-to-quarter was mainly attributable to general increases in property, plant, and equipment versus 2025.
Selling, general, and administrative. Selling, general, and administrative (“SG&A”) expenses were $19.3 million and $16.1 million for the three months ended September 30, 2026 and 2025, respectively. The increase in 2026 was mainly attributable to an increase in labor costs of $1.2 million, including stock compensation, and a $1.5 million increase in professional services driven by our internal reorganization and other legal costs. The remaining increase is attributable to the development of our rare earth element and critical minerals project.
Other income (expense), net. Other income (expense), net was an expense of $0.9 million for the three months ended September 30, 2026 compared to income of $0.1 million for the three months ended September 30, 2025. The change was mainly attributable to a decrease in income generating activities ancillary to our operations such as rail rebates, scrap sales and other miscellaneous income.
Interest expense, net. Interest expense, net was $1.4 million for the three months ended September 30, 2026 compared to $2.3 million for the same period in 2025. The decrease in 2026 was mainly attributable to increased interest income of $0.9 million driven by U.S. treasury securities.
Income tax benefit (expense). The effective tax rate for the three months ended September 30, 2026 and 2025 was a benefit of 22.1% and 19.9%, respectively. The lower effective tax rate for the quarter ended September 30, 2025 compared to the quarter ended September 30, 2026 was primarily driven by the impact of changes to the estimated annual effective tax rate made in each period. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, production tax credits, and depletion expense for income tax purposes.
Earnings (loss) per share. Refer to Note 11 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenue. Coal sales revenue for the nine months ended September 30, 2026 was $416.5 million, approximately 1.9% higher than the same period in 2025 driven by a 4.4% increase in tons sold offset by the negative impact of pricing. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from the Company’s Rare Earths and Critical Minerals segment at this time.
Cost of sales. Our cost of coal sales for the nine months ended September 30, 2026 was $370.5 million, approximately 7.0% higher than the same period in 2025 driven by the increase in tons sold described above. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from the Company’s Rare Earths and Critical Minerals segment at this time.
Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $51.1 million and $51.7 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease was related to a
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$1.3 million decrease in development amortization and depletion and a $0.9 million decrease in finance lease amortization, partially offset by general increases in plant and equipment versus 2025.
Selling, general, and administrative. SG&A expenses were $57.1 million and $49.8 million for the nine months ended September 30, 2026 and 2025, respectively. SG&A expenses for the nine months ended September 30, 2026 include a $1.2 million reversal of a legacy accrued expense established in 2023 following resolution of the related matter. In addition to this matter, the increase in 2026 was also due to an increase in labor costs of $7.3 million, including stock compensation, with the remaining increase attributable to costs associated with our internal reorganization and the development of our rare earth element and critical minerals project.
Other income (expense), net. Other income (expense), net was an expense of $0.2 million for the nine months ended September 30, 2026 compared to income of $1.3 million for the nine months ended September 30, 2025. The change was mainly attributable to a decrease in income generating activities ancillary to our operations such as rail rebates, scrap sales and other miscellaneous income.
Interest expense, net. Interest expense, net was $3.2 million for the nine months ended September 30, 2026 compared to $7.3 million for the same period in 2025. The decrease in 2026 was mainly attributable to increased interest income of $6.6 million driven by U.S. treasury securities, offset by an increase in interest expense of $2.5 million associated with the issuance of 2030 Senior Notes in the fiscal quarter ended September 30, 2025 and 2031 Convertible Senior Notes in the fiscal quarter ended December 31, 2025.
Income tax benefit (expense). The effective tax rate for the nine months ended September 30, 2026 and 2025 was a benefit of 20.7% and 22.2%, respectively, excluding the impact of discrete items. Discrete items for the periods consisted of management compensation and stock-based compensation. The lower effective tax rate for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by higher non-deductible executive compensation under Section 162(m) and a lower expected percentage depletion deduction, partially offset by non-taxable production tax credits. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, production tax credits, and depletion expense for income tax purposes.
Earnings (loss) per share. Refer to Note 11 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Segment Results
Metallurgical Coal Segment
Coal sales and Segment Adjusted EBITDA information is summarized as follows:
| | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||||||||
(In thousands) | | 2026 | | 2025 | | Increase (Decrease) | | 2026 | | 2025 | | Increase (Decrease) | ||||||
| | | | | | | | | | | | | | | | | | |
Revenue | | $ | 150,089 | | $ | 120,996 | | $ | 29,093 | | $ | 416,501 | | $ | 408,611 | | $ | 7,890 |
Tons sold | | | 1,077 | | | 873 | | | 204 | | | 3,025 | | | 2,897 | | | 128 |
Total revenue per ton sold (GAAP basis) (a) | | $ | 139 | | $ | 139 | | $ | - | | $ | 138 | | $ | 141 | | $ | (3) |
| | | | | | | | | | | | | | | | | | |
Cost of sales | | $ | 133,804 | | $ | 101,842 | | $ | 31,962 | | $ | 370,494 | | $ | 346,326 | | $ | 24,168 |
Tons sold | | | 1,077 | | | 873 | | | 204 | | | 3,025 | | | 2,897 | | | 128 |
Total cost of sales per ton sold (GAAP basis) (a) | | $ | 124 | | $ | 117 | | $ | 7 | | $ | 122 | | $ | 120 | | $ | 2 |
| | | | | | | | | | | | | | | | | | |
Segment Adjusted EBITDA (b) | | $ | 12,131 | | $ | 15,943 | | $ | (3,812) | | $ | 34,844 | | $ | 51,362 | | $ | (16,518) |
| | | | | | | | | | | | | | | | | | |
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(a) Refer to Non-GAAP Financial Measures below for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine). | ||||||||||||||||||
(b) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 12—Segment Reporting in Part I, Item 1 for additional information on the calculation of Segment Adjusted EBITDA. Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Segment Adjusted EBITDA. |
Our revenue includes sales of Company-produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenue. Coal sales revenue for the three months ended September 30, 2026 was $150.1 million, approximately 24.0% higher than the same period in 2025 driven by a 23.3% increase in tons sold. The increase in tons sold was attributable to an increase of 18.9% and 25.7% in domestic (including Canada) and export tons sold, respectively. Revenue per ton sold was $139 per ton, which is consistent with the three months ended September 30, 2025. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also remained consistent with the three months ended September 30, 2025 at $120 per ton. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. We expect metallurgical coal prices to remain volatile in the near term.
Cost of sales. Our cost of coal sales for the three months ended September 30, 2026 was $133.8 million, approximately 31.4% higher than the same period in 2025 driven by the increase in tons sold described above. Cost of sales per ton sold increased 6.0% from $117 per ton for the three months ended September 30, 2025 to $124 per ton for the three months ended September 30, 2026. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, also increased 7.2% from $97 per ton for the three months ended September 30, 2025 to $104 per ton for the three months ended September 30, 2026. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The increase in the Company’s cost of sales per ton sold measures was largely due to elevated diesel and rebar prices compared to the prior year.
Segment adjusted EBITDA. Segment adjusted EBITDA for the three months ended September 30, 2026 decreased by $3.8 million compared to the same period in 2025 driven by the cost of sales items discussed above.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenue. Coal sales revenue for the nine months ended September 30, 2026 was $416.5 million, approximately 1.9% higher than the same period in 2025 driven by a 4.4% increase in tons sold offset by the negative impact of pricing. The increase in tons sold was attributable to a 12.0% increase in export tons sold, offset by a 9.6% decrease in domestic (including Canada) tons sold. Revenue per ton sold decreased 2.1% from $141 per ton for the nine months ended September 30, 2025 to $138 per ton for the nine months ended September 30, 2026. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 4.1% from $122 per ton for the nine months ended September 30, 2025 to $117 per ton for the nine months ended September 30, 2026. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s revenue per ton sold measures was largely due to the decrease in metallurgical coal prices, specifically within U.S. high-vol indices, due to the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.
Cost of sales. Our cost of coal sales for the nine months ended September 30, 2026 was $370.5 million, approximately 7.0% higher than the same period in 2025 driven by the increase in tons sold described above. Cost of sales per ton sold increased 1.7% from $120 per ton for the nine months ended September 30, 2025 to $122 per ton for the nine months ended September 30, 2026. This increase is largely due to elevated diesel and rebar prices and an increase in transportation and idle costs per ton sold, offset by our increased efforts to produce from cost-effective mines in a challenging macroeconomic coal environment. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, was consistent with the nine months ended September 30, 2025 at
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$100 per ton in alignment with the previous explanation. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure.
Segment adjusted EBITDA. Segment adjusted EBITDA for the nine months ended September 30, 2026 decreased by $16.5 million compared to the same period in 2025 driven by the revenue and cost of sales items discussed above.
Rare Earths and Critical Minerals Segment
As of September 30, 2026, the Company has not recorded any revenues or cost of sales from the Rare Earths and Critical Minerals segment. Segment Adjusted EBITDA is shown below:
| | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Increase | | Nine months ended September 30, | | Increase | ||||||||||
(In thousands) | | 2026 | | 2025 | | (Decrease) | | 2026 | | 2025 | | (Decrease) | ||||||
| | | | | | | | | | | | | | | | | | |
Segment Adjusted EBITDA (a) | | $ | (5,851) | | $ | (3,759) | | $ | (2,092) | | $ | (17,900) | | $ | (12,402) | | $ | (5,498) |
| | | | | | | | | | | | | | | | | | |
(a) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. Refer to Note 12—Segment Reporting in Part I, Item 1 for additional information on the calculation of Segment Adjusted EBITDA. Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Segment Adjusted EBITDA. | ||||||||||||||||||
Segment adjusted EBITDA. Segment adjusted EBITDA for the three and nine months ended September 30, 2026 decreased by $2.1 million and $5.5 million, respectively, compared to the same periods in 2025 primarily driven by increased labor and professional service costs to develop the Brook Mine rare earth elements and other critical minerals project in 2026.
Liquidity and Capital Resources
The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.
On December 30, 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement, which includes KeyBank National Association and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility. The amended facility has a maturity date of December 30, 2030 (subject to a springing maturity tied to convertible indebtedness), and provides an initial aggregate revolving commitment of $350.0 million as well as an accordion feature to increase the size by an additional $150.0 million subject to certain terms and conditions set forth in the Credit Agreement. The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements. The terms of the amended facility also require the Company to maintain certain covenants, including a fixed charge coverage ratio. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.
At September 30, 2026, we had $233.0 million of cash and cash equivalents and $141.7 million of remaining availability under our Revolving Credit Facility for future borrowings. The Company’s total current assets were $424.2 million and were in excess of total current liabilities by $316.8 million as of the balance sheet date.
Significant uses of cash during the first nine months of 2026
Uses of cash:
| ● | Cash flows used in operating activities were $34.4 million, which were driven primarily by a net loss adjusted for non-cash expenses including depreciation, depletion, and amortization, stock-based compensation, as well as deferred income taxes. Changes in operating assets and liabilities also contributed |
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| to operating cash outflow driven primarily by an increase in accounts receivable due to higher Q3 2026 shipments which remained uncollected at period end, an increase in inventory due to production and cost of production, and an increase in prepaid and other assets. |
| ● | Cash capital expenditures totaled $80.2 million, which includes offsetting grant income of $0.8 million from the Wyoming Energy Authority associated with the Brook Mine project. In addition to maintenance capital expenditures commonly incurred by the Company and throughout the metallurgical coal industry, a majority of the capital expenditures during 2026 relate to the construction of a new rail loadout and the development of the Beckley Crystal Mine at our Maben complex, as well as the addition of mining sections at our Berwind complex. Each of these capital projects is part of our growth commitments in our low-vol portfolio. |
| ● | Cash outflows for financing activities totaled $92.9 million, which is mainly attributable to $65.9 million in common stock repurchases and $17.6 million in tax payments associated with shares surrendered for withholding taxes for the vesting of stock-based awards during the first quarter of 2026. |
Dividends for Class B common stock are based on a percentage of CORE royalty and infrastructure fees for the previous quarter. The Company’s fourth quarter 2026 dividend, to be paid in cash during the fourth quarter, is based on 10% of royalty and infrastructure fees earned in the third quarter of 2026.
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
(In thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
| | | | | | | | | | | | |
Royalties | | | | | | | | | | | | |
Ramaco Coal | | $ | 1,400 | | $ | 2,634 | | $ | 5,214 | | $ | 7,763 |
Amonate Assets | | | 1,144 | | | 820 | | | 2,390 | | | 2,124 |
Other | | | — | | | — | | | — | | | 12 |
Total Royalties | | | 2,544 | | | 3,454 | | | 7,604 | | | 9,899 |
| | | | | | | | | | | | |
Infrastructure Fees | | | | | | | | | | | | |
Preparation Plants (Processing at $5.00/ton) | | | 4,068 | | | 4,184 | | | 12,048 | | | 13,065 |
Rail Load-outs (Loading at $2.50/ton, plus adverse coal surcharge at $1.50/ton, if applicable) | | | 2,151 | | | 2,010 | | | 5,724 | | | 6,255 |
Total Infrastructure Fees | | | 6,219 | | | 6,194 | | | 17,772 | | | 19,320 |
| | | | | | | | | | | | |
CORE Royalty and Infrastructure Fees | | | 8,763 | | | 9,648 | | | 25,376 | | | 29,219 |
| | | | | | | | | | | | |
Total Available for Dividend for Class B Common Stock | | $ | 8,763 | | $ | 9,648 | | $ | 25,376 | | $ | 29,219 |
| | | | | | | | | | | | |
Board Approved Dividend Percentage(a) | | | 10.0% | | | 20.0% | | | 16.5% | | | 20.0% |
| | | | | | | | | | | | |
Dividend for Class B Common Stock | | $ | 876 | | $ | 1,930 | | $ | 4,199 | | $ | 5,844 |
| | | | | | | | | | | | |
(a) The Board of Directors assess dividend declarations on a quarterly basis. Year-to-date percentages represent the weighted average dividend percentage of all dividends declared during the period. | ||||||||||||
| | | | | | | | | | | | |
Refer to Note 7 of Part I, Item 1 for additional information regarding dividends declared during the first nine months of 2026. Refer to Note 14 of Part I, Item 1 for additional information regarding dividends declared subsequent to the date of the financial statements.
The Company currently expects to continue declaring dividends on its Class B common stock in the future. However, the declaration, amount, form and timing of any future dividends are subject to the sole discretion of the Board of Directors and may change based on business needs, market conditions or other factors.
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Future sources and uses of cash
Our primary use of cash includes capital expenditures for mine development, infrastructure and equipment, ongoing operating expenses, as well as our investment in advancing our rare earth elements and other critical minerals project. As of the date of this Quarterly Report, we expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under the Revolving Credit Facility, and projected cash flows from operations. Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following:
| ● | Project overruns related to the evaluation of the Brook Mine, including but not limited to increased costs to test and validate the viability of processing rare earth elements and other critical minerals at a commercial scale; |
| ● | Timely delivery of our product by rail and other transportation carriers; |
| ● | Late payments of accounts receivable by our customers; |
| ● | Cost overruns in our purchases of equipment needed to complete our mine development plans; |
| ● | Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and |
| ● | Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations. |
If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.
On August 5, 2025, the Company filed an automatic shelf registration statement, which was effective upon filing, to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights. No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.
Refer to Note 5 of Part I, Item 1, for information regarding the Company’s Revolving Credit Facility and indebtedness.
There were no material changes to the Company’s contractual obligations from those disclosed in the Annual Report. The Company's contractual commitments and obligations include repayments of long-term debt, including senior unsecured notes and convertible senior notes, minimum coal lease and royalty obligations, payments under financing and operating leases, take-or-pay obligations associated with rail and export terminal transportation contracts, and insurance premium financing. In addition, the Company has asset retirement obligations and workers' compensation and occupational disease obligations that represent additional material cash requirements.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026.
Off-Balance Sheet Arrangements
A discussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the nine months ended September 30, 2026.
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Non-GAAP Financial Measures
Adjusted EBITDA - Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain other non-operating and expense items that are non-recurring and not related to the underlying business performance. A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S. GAAP measures of performance and may not be comparable to similarly titled measures presented by other companies.
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
(In thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Reconciliation of Net Income to Adjusted EBITDA |
| | |
| | | | | |
| | |
Net income (loss) | | $ | (18,235) | | $ | (13,308) | | $ | (51,969) | | $ | (36,741) |
Depreciation, depletion, and amortization | |
| 17,633 | |
| 17,091 | |
| 51,057 | |
| 51,671 |
Interest expense, net | |
| 1,390 | |
| 2,250 | |
| 3,243 | |
| 7,298 |
Income tax expense (benefit) | |
| (5,183) | |
| (3,299) | |
| (15,181) | |
| (9,618) |
EBITDA | |
| (4,395) | |
| 2,734 | |
| (12,850) | |
| 12,610 |
Stock-based compensation | |
| 5,119 | |
| 4,731 | |
| 15,939 | |
| 12,844 |
Other non-operating (a) | | | 900 | | | 500 | | | 900 | | | 500 |
Other expense (b) | | | 899 | | | — | | | 1,456 | | | — |
Accretion of asset retirement obligation | |
| 483 | |
| 402 | |
| 1,472 | |
| 1,206 |
Adjusted EBITDA | | $ | 3,006 | | $ | 8,367 | | $ | 6,917 | | $ | 27,160 |
| | | | | | | | | | | | |
(a) Represents charitable contributions. | ||||||||||||
(b) Represents non-recurring expenses incurred in connection with our internal reorganization. | ||||||||||||
Non-GAAP revenue per ton sold - Non-GAAP revenue per ton sold (FOB mine) is calculated as coal sales revenue less transportation revenues and demurrage, divided by tons sold. We believe revenue per ton sold (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute for revenue under U.S. GAAP.
| | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Increase | | Nine months ended September 30, | | Increase | ||||||||||
(In thousands) | | 2026 | | 2025 | | (Decrease) | | 2026 | | 2025 | | (Decrease) | ||||||
Metallurgical Coal Segment | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 150,089 | | $ | 120,996 | | $ | 29,093 | | $ | 416,501 | | $ | 408,611 | | $ | 7,890 |
Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) | | | | | | | | | | | | | | | | | | |
Transportation | | | 21,140 | | | 16,131 | | | 5,009 | | | 63,825 | | | 55,780 | | | 8,045 |
Non-GAAP revenue (FOB mine) | | $ | 128,949 | | $ | 104,866 | | $ | 24,083 | | $ | 352,676 | | $ | 352,831 | | $ | (155) |
Tons sold | | | 1,077 | | | 873 | | | 204 | | | 3,025 | | | 2,897 | | | 128 |
Non-GAAP revenue per ton sold (FOB mine) | | $ | 120 | | $ | 120 | | $ | - | | $ | 117 | | $ | 122 | | $ | (5) |
| | | | | | | | | | | | | | | | | | |
Refer to coal sales information for revenue per ton sold (GAAP basis) calculations. | ||||||||||||||||||
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Non-GAAP cash cost per ton sold - Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation, idle, and other costs, divided by tons sold. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute for cost of sales under U.S. GAAP.
| | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Increase | | Nine months ended September 30, | | Increase | |||||||||||
(In thousands) | | 2026 | | 2025 | | (Decrease) | | 2026 | | 2025 | | (Decrease) | |||||||
Metallurgical Coal Segment | | | | | | | | | | | | | | | | | | | |
Cost of Sales: | | $ | 133,804 | | $ | 101,842 | | $ | 31,962 | | $ | 370,494 | | $ | 346,326 | | $ | 24,168 | |
Less: Adjustments to reconcile to Non-GAAP cash cost of sales | | | | | | | | | | | | | | | | | | | |
Transportation costs | | | 21,116 | | | 16,366 | | | 4,750 | | | 63,552 | | | 56,037 | | | 7,515 | |
Idle and other costs | | | 1,061 | | | 583 | | | 478 | | | 3,684 | | | 1,728 | | | 1,956 | |
Non-GAAP cash cost of sales | | $ | 111,627 | | $ | 84,893 | | $ | 26,734 | | $ | 303,258 | | $ | 288,561 | | $ | 14,697 | |
Tons sold | | | 1,077 | | | 873 | | | 204 | | | 3,025 | | | 2,897 | | | 128 | |
Non-GAAP cash cost per ton sold (FOB mine) | | $ | 104 | | $ | 97 | | $ | 7 | | $ | 100 | | $ | 100 | | $ | - | |
| | | | | | | | | | | | | | | | | | | |
Refer to coal sales information for cost per ton sold (GAAP basis) calculations. | |||||||||||||||||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report. There have been no material changes to our market risk exposure since December 31, 2025.
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Item 4. Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and our chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Quarterly Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during our third quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
Senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. The outcome of these proceedings cannot be predicted with certainty. For a description of our legal proceedings, see “Litigation” in Note 8—Commitments and Contingencies to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows, or future results of operations.
Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results. Except as set forth below, there have been no material changes in our risk factors from those described in our Annual Report.
The availability and reliability of transportation facilities, fluctuations in transportation costs, and recent increases in fuel prices could affect the demand for our coal or impair our ability to supply coal to prospective customers.
Transportation logistics play an important role in allowing us to supply coal to prospective customers. Any significant delays, interruptions, or other limitations on the ability to transport our coal, including those similar to the rail-related constraints we experienced in 2022, could negatively affect our operations. Delays and interruptions of rail services because of accidents, failure to complete construction of rail infrastructure, infrastructure damage, lack of rail or port capacity, weather-related problems, governmental regulation, terrorism, strikes, lockouts, third-party actions or other events could impair our ability to supply coal to customers and adversely affect our profitability. In addition, transportation costs represent a significant portion of the delivered cost of coal and, as a result, the cost of delivery is a critical factor in a customer's purchasing decision. In particular, we have experienced significant increases in the price of diesel fuel, which has contributed to higher transportation costs across our supply chain. Fuel prices, including diesel, are subject to volatility driven by global supply and demand dynamics, geopolitical events (such as conflicts in the Middle East), refining capacity constraints, and regulatory changes, and we can provide no assurance that diesel prices will stabilize or decline in the near term. Increases in transportation costs, including increases resulting from emission control requirements, elevated fuel prices (including in the price of locomotive diesel fuel), and demurrage, could make our coal less competitive, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers.
Overall economic conditions in the U.S. and globally, including adverse factors such as inflation, rising interest rates, supply chain disruptions and the impacts of the wars in Ukraine and the Middle East, significantly impact our business. Periods of economic downturn or continued uncertainty could result in difficulty increasing or maintaining our level of sales or profitability and we may experience an adverse effect on our business, results of operations, financial condition and cash flows.
Our operations are subject to economic conditions, including credit and capital market conditions, inflation, prevailing interest rates, and political factors, which if changed could negatively affect our results of operations, cash flows and liquidity. Political factors include, but are not limited to, changes to tax laws and regulations resulting in increased income tax liability, increased regulation, such as carbon emissions limitations or trading mechanisms, limitations on exports of energy and raw materials, and trade remedies. Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity.
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The ongoing wars in Ukraine and the Middle East have had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices.
Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers. If our customers or suppliers are negatively impacted by a slowdown in economic markets, we may face the reduction, delay or cancellation of customer orders, delays or interruptions of the supply of raw materials, and increased risk of insolvency and other credit-related issues of customers or suppliers, which could delay payments from customers, result in increased customer defaults and cause our suppliers to delay filling, or to be unable to fill, our needs at all or on a timely or cost-effective basis. The occurrence of any of these events may adversely affect our business, results of operations, financial condition and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2026, the Company did not sell any equity securities that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
The following table summarizes all share purchases for the three months ended September 30, 2026:
| | | | | | | | | | |
| | Total number of shares purchased | | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs (1) | | | Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (1) |
|
| | | | |
| | | | |
July 1, 2026 - July 31, 2026 | | — | | $ | — | | — | | $ | 33,922 |
August 1, 2026 - August 31, 2026 | | — | | $ | — | | — | | $ | 33,922 |
September 1, 2026 - September 30, 2026 | | — | | $ | — | | — | | $ | 33,922 |
| | — | | | | | — | | | |
| (1) | In December 2025, the Board of Directors authorized the repurchase of up to $100 million of the Company's Class A common stock over a period of 24 months. The 2025 Stock Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. Under the 2025 Stock Repurchase Program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise. The Board of Directors also authorized the Company to enter into written trading plans in compliance with Rule 10b-18 of the Exchange Act with a third-party broker to facilitate the repurchase of its Class A common stock pursuant to the 2025 Stock Repurchase Program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. |
Working Capital Restrictions and Limitations Upon the Payment of Dividends
Our Revolving Credit Facility includes certain limitations on our ability to pay dividends and includes affirmative and negative covenants that may indirectly constrain the Company’s working capital. Refer to Note 5 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and indebtedness.
Item 3. Defaults Upon Senior Securities
None
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Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.
Item 5. Other Information
Rule 10b5-1 trading arrangements
During the period covered by this Quarterly Report,
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Item 6. Exhibits
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*31.1 | Certification of Chief Executive Officer (principal executive officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
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*31.2 | Certification of Chief Financial Officer (principal financial officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
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**32.1 | Certification of Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
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**32.2 | Certification of Chief Financial Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
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*95.1 | Mine Safety Disclosure | ||
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*101.INS | Inline XBRL Instance Document | ||
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*101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
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*101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
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*101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
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*101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
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*101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
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104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||
* Exhibit filed herewith.
** Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability under Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| RAMACO RESOURCES, INC. | |
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November 3, 2026 | By: | /s/ Randall W. Atkins |
| | Randall W. Atkins |
| | Chairman, Chief Executive Officer and Director |
| | (Principal Executive Officer) |
| | |
| | |
November 3, 2026 | By: | /s/ Jeremy R. Sussman |
| | Jeremy R. Sussman |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
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